Michael Patsalos-Fox
COGNIZANT TECHNOLOGY SOLUTIONSAbout Michael Patsalos-Fox
Michael Patsalos-Fox, 72, is an independent director of Cognizant and former Chair of the Board (September 2018–January 2023). He has served on the Cognizant Board since 2012 and sits on the Compensation and Human Capital Committee and the Finance and Strategy Committee. He holds a B.S. from the University of Sydney and an M.B.A. from IMD (Lausanne). His background spans 32 years at McKinsey (including Chairman of the Americas) and CEO roles at Stroz Friedberg (cybersecurity) and Vidyo (cloud video).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner; Chairman, the Americas; Operating Committee member; Board Director | 1981–2013 | Led growth in data/analytics/software; talent management leadership; technology consulting development |
| Stroz Friedberg (Aon/acquired) | Chief Executive Officer | 2013–2017 | Cybersecurity expertise; investigations; risk management |
| Vidyo | Chairman and Chief Executive Officer | 2017–2019 | Cloud video conferencing; scaling operations |
| Cognizant Technology Solutions | Chair of the Board of Directors | Sep 2018–Jan 2023 | Independent oversight; leadership transitions; strategy and risk oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MIO Partners, Inc. (McKinsey investment subsidiary) | Chairman of the Board | Since 2020 | Investment governance; oversight of affiliate investment platform |
| Other current public company boards | None disclosed | — | — |
Board Governance
- Independence and tenure: The Board determined all nominees other than the CEO are independent under Nasdaq rules; Patsalos-Fox has been independent since 2012 (13 years of service).
- Committees: Member, Compensation and Human Capital Committee (2024: 5 meetings; 100% average attendance); Member, Finance and Strategy Committee (2024: 4 meetings; 100% average attendance).
- Board/committee attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; the Board met 13 times (average director attendance 98%).
- Engagement: Directors (including committee chairs) conducted governance-focused shareholder outreach in late 2024/early 2025; Board travel to India in Feb 2025 for global delivery operations review; regular 1-on-1s with management.
- Overboarding policy: Non-NEO directors limited to service on no more than three other public company boards in addition to Cognizant; Governance Committee annually reviews outside commitments.
- No related-party transactions: Company reports no transactions requiring disclosure with any related person since January 1, 2024.
Fixed Compensation
| 2024 Director Compensation (USD) | Fees Earned or Paid in Cash | Stock Awards (RSUs grant-date value) | Total | Aggregate Stock Awards Outstanding (units at 12/31/2024) |
|---|---|---|---|---|
| Michael Patsalos-Fox | $130,000 | $219,968 | $349,968 | 9,082.70 |
- Compensation structure (non-employee directors): Annual cash retainer $100,000; committee member/chair retainers (Audit $20,000/$35,000; Compensation $15,000/$25,000; Finance $15,000/$22,500; Governance $12,500/$22,500); annual RSU award $220,000 (Board member) or $270,000 (Board Chair); RSUs vest 100% on one-year anniversary; directors may elect stock in lieu of cash and defer settlement; dividend equivalents credited in additional RSUs since Sep 2023.
- Peer benchmarking: Compensation Committee engaged Pay Governance to benchmark director compensation against a technology peer group; 2024 adjustments increased Finance and Governance chair and Governance member retainers.
Performance Compensation
- Directors do not receive performance-based pay; however, as a member of the Compensation and Human Capital Committee, Patsalos-Fox oversees executive pay design. Cognizant’s 2024 performance-linked programs and metrics:
| Program | Metric | Weight | Target Design/Notes |
|---|---|---|---|
| 2024 Annual Cash Incentive (ACI) | Revenue growth (FX/acquisition-adjusted) | 55% | Target reflected ~3% increase vs. 2023 (pre-acquisition adjustments). |
| 2024 Annual Cash Incentive (ACI) | Adjusted operating margin (adjusted for acquisitions) | 35% | Target reflected +20 bps vs. 2023 amid industry uncertainty. |
| 2024 Annual Cash Incentive (ACI) | Strategic initiatives (gen AI, Synapse, inclusion) | 10% | Qualitative basket; payout design reduced variability near target. |
| 2024–2026 PSUs | Relative revenue growth vs. 10 peers | 50% | 3-year target rank 5th–6th; ±15% payout adjustment based on proximity to top/bottom peer averages. |
| 2024–2026 PSUs | Adjusted diluted EPS (absolute) | 25% | 2026 target requiring significant growth over 2023 adjusted EPS. |
| 2024–2026 PSUs | Relative TSR vs. S&P 500 | 25% | Capped at target if absolute TSR is negative; 0–200% payout range; vest/pay in early 2027. |
- 2024 outcomes: ACI corporate paid at 107.3% of target; 2022–2024 PSUs paid ~28.1%; select in-cycle PSU components for 2023–2025 determined for 2024 (revenue ~0%, EPS ~66.6%).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Patsalos-Fox. |
| Private/other boards | Chairman, MIO Partners (McKinsey investment subsidiary). |
| Potential interlocks | No related-party transactions with Cognizant reported; Board annually assesses independence and conflicts. |
Expertise & Qualifications
- Technology and consulting services; talent management; innovation and security.
- Prior public company leadership and governance experience through senior roles at McKinsey, Stroz Friedberg, and Vidyo.
Equity Ownership
| Holdings (as of April 7, 2025) | Shares/Units |
|---|---|
| Common stock – direct | 58,277 |
| Awards vesting within 60 days | 3,404 |
| Indirect holdings (shared power via trusts/accounts) | 6,775 |
| Unvested awards (non-voting interests) | 5,711 |
| Deferred RSUs/DSUs | 5,711 |
| Total stock-based holdings | 74,167 |
- None of the reported shares are pledged; company prohibits hedging, short sales, margin accounts, and pledging for directors.
- Director stock ownership guideline: 5x annual cash retainer ($500,000 for directors joining after June 7, 2022); directors who joined prior to 1/1/2024 (including Patsalos-Fox) have satisfied the requirement.
Governance Assessment
- Election support: Re-elected at the June 3, 2025 meeting with 403,811,159 votes FOR, 9,895,072 AGAINST, 152,619 ABSTAIN (28,229,406 broker non-votes). Strong support indicates investor confidence in his continued service.
- Say-on-pay signal: 2025 advisory vote passed with 387,689,081 FOR, 25,306,878 AGAINST, 862,891 ABSTAIN (28,229,406 broker non-votes), consistent with historical ~92% support referenced by the Compensation Committee, suggesting alignment of pay programs overseen by his committee.
- Committee effectiveness: Active roles on Compensation and Finance committees with 2024 committee average attendance at 100% and clear oversight agendas (talent engagement, ACI design revision, capital allocation, M&A oversight including Belcan).
- Conflicts/related-party exposure: No related person transactions reported since Jan 1, 2024; Board annually reviews independence and conflicts; no pledging/hedging; overboarding policy enforced. These reduce alignment risks.
- Ownership alignment: Material direct holdings and deferred equity units; compliance with 5x retainer guideline; dividend equivalents reinvested in RSUs, enhancing long-term alignment.
Red Flags: None disclosed regarding related-party transactions, pledging/hedging, or attendance shortfalls. Continued role as Chairman of MIO Partners should be monitored for any future transactional overlap, though no conflicts are reported.